GeoVax (NASDAQ: GOVX) prices $3M warrant-based private financing

Rhea-AI Filing Summary

GeoVax Labs, Inc. entered into a private placement with institutional investors for approximately $3 million in gross proceeds, issuing 2,027,027 pre-funded warrants and 4,054,054 common warrants priced at $1.4799 per pre-funded warrant and accompanying common warrants.

The pre-funded warrants are exercisable immediately at $0.0001/share until fully exercised, while the common warrants, split into Series A and Series B, are exercisable immediately at $1.48/share with five-year and 18‑month terms, respectively. Net proceeds of about $2.7 million are earmarked for working capital and general corporate purposes.

The unregistered securities were issued under Section 4(a)(2) and Rule 506 of Regulation D, with A.G.P./Alliance Global Partners receiving a 7% cash fee plus expense reimbursements as placement agent. Warrant exercises are subject to a beneficial ownership cap of 4.99%, or 9.99% at the holder’s option.

Insights

Capital markets analyst

GeoVax secures $3M via warrant-heavy private financing on standard Reg D terms.

GeoVax Labs arranged an unregistered private placement with institutional investors, raising gross proceeds of about $3 million. The structure combines 2,027,027 pre-funded warrants with 4,054,054 common warrants at an at-the-market pricing level under Nasdaq rules.

The company receives roughly $2.7 million in immediate net cash, with potential additional inflows if investors exercise the common warrants at $1.48/share. Warrant terms differ: Series A runs five years, Series B 18 months, providing staggered optionality for investors.

Standard protections apply, including a beneficial ownership cap of 4.99% or, at investor election, 9.99%. Lockups on new issuances and restrictions on Variable Rate Transactions for up to 180 days after the Effective Date limit near-term structural dilution complexity, while any resale registration will be addressed in a later filing.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Gross proceeds: $3 million Net proceeds: $2.7 million Pre-funded warrants: 2,027,027 warrants +5 more

8 metrics

Gross proceeds $3 million Aggregate gross proceeds of the private placement

Net proceeds $2.7 million Net of placement agent fees and expenses

Pre-funded warrants 2,027,027 warrants Pre-funded warrants issued in the offering

Common warrants 4,054,054 warrants Total Series A and Series B common warrants

Offering price $1.4799 per unit Per pre-funded warrant and accompanying common warrants

Common warrant exercise price $1.48 per share Exercise price for Series A and Series B warrants

Placement fee 7.0% of gross proceeds Cash fee payable to placement agent A.G.P.

Ownership cap 4.99% or 9.99% Beneficial ownership limitation on warrant exercise

Key Terms

pre-funded warrants, at-the-market under Nasdaq rules, Rule 506 of Regulation D, Variable Rate Transaction, +2 more

6 terms

pre-funded warrants financial

"the Company agreed to issue and sell ... pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,027,027 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

at-the-market under Nasdaq rules financial

"GeoVax Announces $3 Million Private Placement Financing Priced At-the-Market Under Nasdaq Rules"

Rule 506 of Regulation D regulatory

"issued under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

Variable Rate Transaction financial

"not to effect or enter into an agreement to effect any issuance ... involving a Variable Rate Transaction (as defined in the Purchase Agreement)"

beneficially own in excess of 4.99% financial

"A holder will not have the right to exercise ... if the holder ... would beneficially own in excess of 4.99% (or, at the option of the purchase, 9.99%)"

clinical-stage biotechnology company technical

"GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies"

Understanding 8-K Material Events →

false 0000832489 0000832489 2026-05-18 2026-05-18

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 18, 2026

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39563	87-0455038
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

1955 Lake Park Drive, Suite 300

Smyrna, Georgia 30080

(Address of principal executive offices) (Zip code)

(678) 384-7220

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GOVX	The Nasdaq Capital Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement

On May 18, 2026, GeoVax Labs, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers party thereto, pursuant to which the Company agreed to issue and sell, in an unregistered private placement (the “Offering”), (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,027,027 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock” and, such shares, the “Pre-Funded Warrant Shares”) and (ii) common warrants to purchase up to an aggregate of 4,054,054 shares of Common Stock, comprised of (A) Series A common warrants (the “Series A Common Warrants”) to purchase up to an aggregate of 2,027,027 shares of Common Stock and (B) Series B common warrants (the “Series B Common Warrants” and, together with the Series A Common Warrants, the “Common Warrants”) to purchase an aggregate of up to 2,027,027 shares of Common Stock (such shares issuable upon exercise of the Common Warrants, the “Common Warrant Shares”). The offering price was $1.4799 per Pre-Funded Warrant and accompanying Common Warrants. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and may be exercised at any time until exercised in full. The Common Warrants will be exercisable immediately at an exercise price of $1.48 per share. The Series A Common Warrants will expire five years after issuance and the Series B Common Warrants will expire eighteen months after issuance.

The net proceeds of the Offering, after deducting the placement agent’s fees and expenses and other offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Common Warrants, is approximately $2.7 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on May 19, 2026.

Each of the Pre-Funded Warrants and the Common Warrants have not been registered under the Securities Act of 1933 (the “Securities Act”) and have been issued under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D. The securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.

A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent in connection with the Offering under a Placement Agency Agreement, dated as of May 18, 2026 (the “Placement Agency Agreement”) between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering. The Company also agreed to reimburse the Placement Agent up to $70,000 for accountable expenses including the Placement Agent’s legal fees and expenses, and up to $20,000 for non-accountable expenses. Additionally, the Company has also agreed to pay the Placement Agent a tail fee equal to the cash compensation in the Offering, if any investor who was contacted or introduced to the Company by the Placement Agent provides the Company with capital in any public or private offering or other financing or capital raising transaction during the 6-month period following expiration or termination of the Company’s engagement with the Placement Agent.

In the Purchase Agreement, the Company agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 60 days after Effective Date (as defined in the Purchase Agreement). In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) for 180 days after the Effective Date, subject to certain exceptions.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the purchasers, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

Subject to certain ownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock any time until all of the Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the Common Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the option of the purchase, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants or the Pre-Funded Warrants, respectively.

The foregoing description of the material terms of the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants and the Common Warrants is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, the form of Placement Agency Agreement, the form of Pre-Funded Warrant, the form of Series A Common Warrant and the form of Series B Common Warrant, copies of which are filed as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The Company has agreed to issue the Pre-Funded Warrants and the Common Warrants pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Common Warrant Shares pursuant to the same exemption. The description of the Pre-Funded Warrants and the Common Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. Each of the forms of Pre-Funded Warrant, Series A Common Warrant and Series B Common Warrant has been filed as an exhibit to this Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On May 18, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K.

Exhibit No.	Description
4.1	Form of Pre-Funded Warrant
4.2	Form of Series A Common Warrant
4.3	Form of Series B Common Warrant
10.1	Form of Purchase Agreement
10.2	Form of Placement Agency Agreement
99.1	Press Release dated May 18, 2026, announcing the pricing of the Offering
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GeoVax Labs, Inc.
May 19, 2026	By:	/s/ Mark W. Reynolds
	Name:	Mark W. Reynolds
	Title:	Chief Financial Officer

Exhibit 99.1

GeoVax Announces $3 Million Private Placement Financing Priced At-the-Market Under Nasdaq Rules

ATLANTA, GA – May 18, 2026 – GeoVax Labs, Inc. (Nasdaq: GOVX), a clinical-stage biotechnology company developing vaccines and immunotherapies, today announced that it has entered into a securities purchase agreement with existing institutional investors for the purchase and sale of 2,027,027 shares of common stock (or common stock equivalents in lieu thereof) together with (i) Series A warrants to purchase up to 2,027,027 shares of common stock with an exercise price of $1.48 per share and a five-year term, and (ii) Series B warrants to purchase up to 2,027,027 shares of common stock with an exercise price of $1.48 per share and an 18-month term, for aggregate gross proceeds of approximately $3 million, before deducting placement agent fees and other offering expenses.

The closing of the offering is expected to occur on or about May 19, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock and shares of common stock underlying common warrants sold in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company focused on the development of vaccines and immunotherapies addressing high-consequence infectious diseases and solid tumor cancers. GeoVax’s priority program is GEO-MVA, a Modified Vaccinia Ankara (MVA)–based vaccine targeting mpox and smallpox. The program is advancing under an expedited regulatory pathway, with plans to initiate a pivotal Phase 3 clinical trial in the second half of 2026, to address critical global needs for expanded orthopoxvirus vaccine supply and biodefense preparedness. In oncology, GeoVax is developing Gedeptin®, a gene-directed enzyme prodrug therapy (GDEPT) designed to enhance immune checkpoint inhibitor activity. Gedeptin has completed a multicenter Phase 1/2 clinical trial in advanced head and neck cancer and is being advanced into combination strategies, including planned neoadjuvant and first-line settings. GeoVax’s broader pipeline includes the development of GEO-CM04S1, a next-generation COVID-19 vaccine candidate being evaluated in immunocompromised and other patient populations. GeoVax maintains a global intellectual property portfolio supporting its infectious disease and oncology programs and continues to evaluate strategic partnerships and funding opportunities aligned with its development priorities. For more information, visit www.geovax.com.

Forward-Looking Statements

This release contains forward-looking statements regarding GeoVax’s business plans. The words “believe,” “look forward to,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Forward-looking statements include, among other things, statements regarding the proposed closing of the transaction, the expected gross proceeds and the intended use of proceeds. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax is able to obtain acceptable results from ongoing or future clinical trials of its investigational products, GeoVax’s immuno-oncology products and preventative vaccines can provoke the desired responses, and those products or vaccines can be used effectively, GeoVax’s viral vector technology adequately amplifies immune responses to cancer antigens, GeoVax can develop and manufacture its immuno-oncology products and preventative vaccines with the desired characteristics in a timely manner, GeoVax’s immuno-oncology products and preventative vaccines will be safe for human use, GeoVax’s vaccines will effectively prevent targeted infections in humans, GeoVax’s immuno-oncology products and preventative vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete development, there is development of competitive products that may be more effective or easier to use than GeoVax’s products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, and other factors, over which GeoVax has no control.

Further information on our risk factors is contained in our periodic reports on Form 10-Q and Form 10-K that we have filed and will file with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:

info@geovax.com

678-384-7220

Media Contact:

Jessica Starman

media@geovax.com

###

FAQ

What did GeoVax Labs (GOVX) announce in this private placement?

GeoVax Labs announced a private placement with existing institutional investors for approximately $3 million in gross proceeds. The financing uses pre-funded warrants and common warrants, providing immediate cash plus potential future proceeds upon warrant exercise.

How many securities are issued in GeoVax (GOVX)’s private placement?

GeoVax is issuing 2,027,027 shares of common stock or equivalents and common warrants for up to 4,054,054 additional shares. The warrants are split evenly between Series A and Series B, each covering up to 2,027,027 shares of common stock.

What are the pricing and exercise terms of GeoVax (GOVX) warrants?

The offering price is $1.4799 per pre-funded warrant and accompanying common warrants. Pre-funded warrants have a nominal $0.0001 exercise price, while both Series A and Series B common warrants have an exercise price of $1.48 per share.

How much cash will GeoVax (GOVX) receive from this financing?

GeoVax expects net proceeds of approximately $2.7 million after placement agent fees and expenses. This excludes any additional cash the company may receive if investors later exercise the common warrants at the stated exercise price.

How will GeoVax (GOVX) use the proceeds from the private placement?

GeoVax intends to use the net proceeds from the private placement for working capital and general corporate purposes. This typically includes funding operations, development activities, and other routine corporate needs as the company advances its clinical programs.

What are the durations of GeoVax (GOVX) Series A and Series B warrants?

Series A common warrants run for five years from issuance, while Series B common warrants expire 18 months after issuance. Both series are exercisable immediately, allowing investors to convert into common stock during their respective term windows.

Are GeoVax (GOVX) private placement securities registered with the SEC?

The securities are being issued without SEC registration under Section 4(a)(2) and Rule 506 of Regulation D. They may only be offered or sold in the United States pursuant to an effective registration statement or a valid exemption from registration requirements.

Filing Exhibits & Attachments

10 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.6 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 210.5 KB
• EX-10.2 EXHIBIT 10.2 53.7 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 87.6 KB
• EX-4.2 EXHIBIT 4.2 91.1 KB
• EX-4.3 EXHIBIT 4.3 91.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB